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                                                                   EXHIBIT 10.22

                                        
                                        
                                        
                                  INTERNATIONAL
                             DISTRIBUTION AGREEMENT
                                        


                                     between
                                        


                           NEW IMAGE INDUSTRIES, INC.
                                        


                                       and
                                        


                            TAKARA BELMONT CO.  LTD.
                                        


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                             DISTRIBUTION AGREEMENT

                                TABLE OF CONTENTS

SECTION                                                                 Page
-------                                                                 ----

1         Products                                                        2

2         Appointment and Territory                                       3

3         Term and Termination                                            4

4         Pricing                                                         6

5A        Obligations of NEW IMAGE                                        6

5B        Obligations of TAKARA BELMONT                                   7

6         Minimum Purchase Requirements                                   8

7         Sales Policy                                                    9

8         Patents, Trade Names, Trademarks                                9

9         Assignment                                                     11

10        Independent Contractor                                         11

11        Entire Agreement                                               11

12        Headings                                                       11

13        Confidentiality                                                12

14        Severability                                                   12

15        Governing Law                                                  12

16        Notices                                                        13

17        Compliance with Law                                            13

18        Survival                                                       13

19        Waiver                                                         13

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20        Force Majeure                                                  13

21        Arbitration                                                    14

          Signature                                                      14

Schedule A       Current Products

Schedule B       New Products

Schedule C       Minimum Purchase Requirements

Schedule D       Trade Names and Trademarks


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                           NEW IMAGE INDUSTRIES, INC.
                      INTERNATIONAL DISTRIBUTION AGREEMENT
                                        
THIS AGREEMENT made and entered into the first day of January, 1996.

BETWEEN:


NEW IMAGE INDUSTRIES INC., a California Corporation, having its principal place
of business at 2283 Cosmos Court, Carlsbad, California 92009, United States of
America


     hereinafter called "NEW IMAGE"



                                                              OF THE FIRST PART,



                                     - and -
                                        


TAKARA BELMONT CO.  LTD.
P.O. BOX OSAKA MINANU 27 
1-1,2-CHOME, HIGASAI-SHINSAIBASHI
CHUO-KU, OSAKA, JAPAN



hereinafter called "TAKARA BELMONT"



                                                             OF THE SECOND PART.



WHEREAS:



     (1)  NEW IMAGE manufactures, sells and distributes the NEW IMAGE, intraoral
camera system and related accessories and has established a reputation for 
quality and goodwill incident to its trade name, trademarks and Products (as 
defined


<PAGE>

herein);

     (2)  TAKARA BELMONT desires to market and distribute such Products on an 
exclusive basis in the Territory (as defined herein); and

     (3)  The parties intend that their relationship be that of independent 
contractors;



     NOW THEREFORE THIS AGREEMENT WITNESSETH and in consideration of the mutual
covenants and agreements herein contained, the parties hereto do covenant and
agree as follows:



1.   PRODUCTS

   (i)     DEFINITION.  As used herein the word "PRODUCTS" shall mean those set 
out in Schedule A hereto and such accessories thereto as are from time to time 
during the term of this Agreement offered for sale in the Territory by NEW 
IMAGE, "NEW PRODUCT (plural, "New Products") shall mean a product which may 
hereafter be manufactured, developed, or distributed by NEW IMAGE that is 
related to those defined, but not included, in Schedule A. If TAKARA BELMONT 
elects to market and distribute a New Product in accordance with Section I(ii), 
items included in the term "Products" shall thereafter include such New Product.

  (ii)     NEW PRODUCTS.  Upon the international introduction of a New Product 
NEW IMAGE shall give TAKARA BELMONT written notice thereof including full 
technical specifications and export pricing.  Within sixty (60) days after 
TAKARA BELMONT receives written notice of a New Product, it shall give written 
notice to NEW IMAGE specifying whether TAKARA BELMONT elects to market and 
distribute such New Product in the Territory.  If TAKARA BELMONT elects to 
market and distribute such New Product in the Territory, TAKARA BELMONT'S 
written notice to NEW IMAGE shall be in the form of Schedule B. If TAKARA 
BELMONT notifies NEW IMAGE that it elects not to market and distribute such New 
Product, or fails to make an election to do so in the form of Exhibit B within 
such sixty (60) day period, NEW IMAGE may appoint a third party to market and 
distribute such New Product in the Territory.  The procedure set out in this 
paragraph shall be applicable to each New Product during the "TERM" and any 
"RENEWAL Term," both as defined in Section 3.

 (iii)     PRODUCT SPECIFICATIONS.  TAKARA BELMONT shall provide NEW IMAGE 
written notification of requirements and specifications for products to be 
imported into and transported within the Territory.  NEW IMAGE will incur the 
cost of modifying or changing Products in order to comply with all product 
requirements and specifications provided that all Product changes will be done 
at NEW IMAGE'S


<PAGE>

discretion.

  (iv)     IMPORT APPROVALS.  TAKARA BELMONT shall incur, directly or through 
its affiliate Belmont Corporation, all costs of obtaining import, or other 
regulatory licenses required for the Products to be imported into, transported 
within, and sold and used within the Territory.

2.   APPOINTMENT AND TERRITORY

   (i)     GRANT OF RIGHTS.  NEW IMAGE grants to TAKARA BELMONT the limited 
right to use the "TRADEMARKS," as defined in Section 8 on the terms set forth in
that Section and exclusive authority (subject to laws in the Territory) to 
market and distribute the Products to customers in JAPAN (the "TERRITORY") NEW 
IMAGE will notify TAKARA BELMONT of all inquires originating within the 
Territory that relate to Products (i) or to New Products which TAKARA BELMONT 
does not represent.

  (ii)     TERRITORIAL RESTRICTIONS. The grant of exclusive authority under 
Section 2(i) above is limited to sales and marketing of Products in the 
Territory for use in the Territory.  TAKARA BELMONT accepts this grant of 
exclusive authority and agrees not to market, distribute, or use the Products 
directly or indirectly in any capacity outside the Territory.  TAKARA BELMONT 
agrees not to distribute the Products to any person other than customers for use
in the Territory.  Subject to the laws in the Territory, TAKARA BELMONT shall 
not permit any other person to market or distribute the Products in any place 
other than the Territory or to persons other than customers.  Except as provided
herein, during the Term of this Agreement and any Renewal Term, NEW IMAGE shall 
not make sales of, or grant to others the right to sell the Products, within the
Territory.  NEW IMAGE further agrees not to sell any Products to any person, 
firm or company which NEW IMAGE knows or has reason to believe intends to resell
or export, is reselling or exporting and or has resold or exported, the Products
into the Territory.  If due to oversight, inadvertence or lack of knowledge, any
purchaser or licensee manufactures or exports Products for sale into the 
Territory, then NEW IMAGE will use its best efforts to take whatever steps are 
necessary to have such parties cease such offending activities.

 (iii)     EXCLUSIVITY OF DISTRIBUTION.  During the term of this Agreement,
TAKARA BELMONT shall not, directly or indirectly, in any capacity acquire,
market, promote, use, sell, or otherwise deal with or distribute any products
that compete with the Products without prior written consent of NEW Image TAKARA
BELMONT learns that any person or entity is infringing on TAKARA BELMONT'S
exclusive right to market and distribute the Products in the Territory, TAKARA
BELMONT agrees to notify NEW IMAGE immediately and cooperate fully with NEW
IMAGE in halting such infringement.  New Image acknowledges that Takara Belmont
agreed, prior to the effective date of this Agreement, to purchase from Moritex
50 units of a product competing with the Products.  New Image consents to such
purchase and to the resale of such items.


3.   TERM AND TERMINATION
<PAGE>

   (i)     TERM.  This Agreement shall remain in effect until December 31, 1998 
(the "TERM"), subject to the renewal provisions of Section 3(ii) and the earlier
termination provisions of Section 3(iii) through 3(iv). 

  (ii)     AUTOMATIC ANNUAL RENEWAL.  If this Agreement is still in full force 
and effect at the end of the Term, it shall be automatically renewed at that 
time and each year thereafter for an additional one year period (the "RENEWAL 
TERM"), unless terminated by either TAKARA BELMONT or NEW IMAGE upon written 
notice submitted at least ninety (90) days prior to the end of the Term or 
Renewal Term, or unless otherwise terminated pursuant to Section 3(iii) 
through 3(v).  Except as otherwise specifically provided, the Renewal Term shall
be on the same terms and conditions as the Term.  When this Agreement has been 
renewed, thereafter "Term" shall include the period of the "Renewal Term."

 (iii)     IMMEDIATE TERMINATION.  In addition to all other rights or remedies,
either NEW IMAGE or TAKARA BELMONT may terminate this Agreement upon 10 days
prior written notice if:

           (a)     the other party (1) makes an assignment for the benefit of 
creditors; (2) files a voluntary petition in bankruptcy or is adjudicated as 
bankrupt or insolvent; or (3) files any petition or answer seeking 
reorganization, liquidation or similar relief or files an answer admitting the 
material allegations of a petition against it for any such relief,

           (b)     within 90 days after the commencement of any proceeding 
against the other party seeking reorganization, liquidation or similar relief, 
the proceeding has not been dismissed;

           (c)     any court, tribunal, or government agency modifies any term 
of this Agreement to the substantial detriment of the party seeking termination;

           (d)     the other party dissolves or ceases to do business; or

           (e)     the other party appoints a receiver or trustee for all or a 
part of its assets, business, or property. 

  (iv)     ADDITIONAL RIGHTS TO TERMINATE.  In addition to all of its other 
rights or remedies, NEW IMAGE may terminate this Agreement if:

           (a)     TAKARA BELMONT transfers or attempts to transfer without NEW 
IMAGE'S prior written consent the rights granted under this Agreement;

           (b)     TAKARA BELMONT fails to purchase the Minimum Purchase 
Requirements of Products set forth in Schedule C for any calendar year; 

           (c)     the parties fail to agree upon the Minimum Purchase 
Requirement


<PAGE>

for Period 3, 60 or more days prior to the beginning of such period.

           (d)     TAKARA BELMONT fails to maintain all necessary licenses and 
government approvals required to import into, transport within, and market, 
sell, and use the Products in the Territory;

           (e)     TAKARA BELMONT fails to obtain the governmental approvals 
necessary to import, transport, market, sell and use the Products in the 
Territory within 6 months after the date of this Agreement.

TAKARA BELMONT and NEW IMAGE each agrees to advise the other immediately in
writing of the occurrence of any event specified in Section 3(iii) or 3(iv).

   (v)     TERMINATION FOR BREACH OF AGREEMENT.  In the event that either party 
breaches any material term of this Agreement and such breach continues for more 
than ten (10) days after written notice thereof from the non-breaching party, 
such non-breaching party shall have the right to terminate this Agreement by 
written notice to the breaching party, such termination to be effective not less
than thirty (30) days after the receipt of such notice.

  (vi)     INVENTOR AT TERMINATION.  If as of the effective date of the 
expiration or termination of this Agreement TAKARA BELMONT has, on hand, any 
Products delivered to it by NEW IMAGE within six (6) months of the effective 
date of such expiration or termination, then NEW IMAGE shall have the right but 
not the obligation to repurchase from TAKARA BELMONT such Products at the landed
cost paid by TAKARA BELMONT.  Any Products so purchased shall be in the same
condition as when they were received and shall not have been used.

 (vii)     PARTS AND COMPONENTS FOLLOWING TERMINATION.  New Image agrees to 
supply Takara Belmont parts and components, priced on the same basis as during 
the Term of this Agreement, for Products for a period of 12 full calendar months
following the termination of this Agreement.

4.   PRICING

   (i)     INTERNATIONAL PRICE LIST.  TAKARA BELMONT shall order and purchase 
the Products from NEW IMAGE and NEW IMAGE shall sell the Products to TAKARA 
BELMONT at the price set forth in the then current price list for export to the 
Territory, the current version of which is attached as part of Schedule A.  NEW 
IMAGE may from time to time during the Term or any Renewal Term of this 
Agreement change any or all of the prices set forth in the then current price 
list upon ninety (90) days written notice to TAKARA BELMONT.

  (ii)     PRICING TERMS.  The prices for Products are quoted FOB Carlsbad, 
California U.S.A.  All orders are to be in writing and shall be subject to 
prompt written acceptance by NEW IMAGE.  TAKARA BELMONT shall designate a 
carrier to whom 


<PAGE>

NEW IMAGE may deliver the Products FOB, Carlsbad, California and a receiving 
address to which NEW IMAGE may ship the Products Risk of loss of the Products 
shall shift to TAKARA BELMONT upon delivery by NEW IMAGE to the carrier.  TAKARA
BELMONT shall be responsible for all import formalities including, without
limitation, clearing customs and paying import duties, if any.  Title to all the
Products remain with NEW IMAGE until receipt by NEW IMAGE of full purchase 
price.

 (iii)     PAYMENT TERMS.  Payment for orders for the Products placed by TAKARA 
BELMONT shall be made to NEW IMAGE in U.S. dollars at or prior to shipment, by 
letter of credit or wire transfer.

5A.  OBLIGATIONS OF NEW IMAGE

   (i)     PROMOTIONAL MATERIALS.  NEW IMAGE shall provide to TAKARA BELMONT 
(a) information considered by NEW IMAGE appropriate to assist TAKARA BELMONT 
in its preparation of sales promotional materials, (b) sales promotional 
material and material to facilitate TAKARA BELMONT'S advertising of the 
Products, and (c) written warranty and warranty claim materials.

  (ii)     PRODUCT WARRANTY.  NEW IMAGE warrants to TAKARA BELMONT that the 
Products sold to TAKARA BELMONT (i) are fit for the purpose of use as an 
intraoral camera system by trained personnel and (ii) shall be free from defects
in materials and workmanship for a period of one (1) year from the date the 
Products are received by the actual end user thereof, provided however, that 
this warranty shall in no event extend beyond the close of the eighteenth (18th)
full calendar month following the date of shipment by NEW IMAGE.  EXCEPT AS JUST
PROVIDED, NEW IMAGE GIVES NO WARRANTY AS TO MERCHANTIBILITY, FITNESS FOR A 
PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE 
PRODUCTS.  TAKARA BELMONT shall not make any other warranty, guarantee, or 
representation with respect to the Products or their use except at its own risk 
and expense.  If TAKARA BELMONT or its customers are made parties to any claim 
or action involving the Products, including claims relating to the manufacture 
or use of the Products, TAKARA BELMONT shall immediately notify NEW IMAGE in 
writing.  This paragraph (ii) sets forth the sole and entire warranty obligation
of NEW IMAGE with respect to Products.

 (iii)     SHIPMENT OF ORDERS.  NEW IMAGE will manufacture and ship all orders 
placed by TAKARA BELMONT in a prompt and timely manner according to NEW IMAGE'S 
production capability, with NEW IMAGE to provide prompt notification of any 
delays and rescheduled shipping duties.

5B.  OBLIGATIONS OF TAKARA BELMONT

   (i)     SCOPE OF RESPONSIBILITY.  TAKARA BELMONT shall, at its sole cost and 
expense, use its continuing best efforts to sell the Products and provide 
technical assistance, as defined below, within the Territory.  TAKARA BELMONT 
shall keep NEW IMAGE informed of market information and TAKARA BELMONT'S sales 
and marketing activities.  TAKARA BELMONT shall


<PAGE>

not take any action which would impair or diminish the reputation of NEW IMAGE 
or its Products.

  (ii)     SALES, SERVICE AND TECHNICAL ASSISTANCE.  During the Term and any 
Renewal Term of this Agreement, TAKARA BELMONT shall, at its own cost and 
expense, provide qualified sales and technical personnel to market and sell the 
Products and provide technical assistance to the customers in the Territory.  
The parties are negotiating as to the handling of warranty claims, service, and 
repair of Products.  The results of these negotiations will be the subject of a 
separate agreement.

 (iii)     MARKETING.  TAKARA BELMONT shall, at its own cost and expense, use 
its best efforts to market the Products in the Territory during the Term and any
Renewal Term of this Agreement.  TAKARA BELMONT shall advertise the Products,
participate in such trade shows and exhibits, demonstrate the Products to
potential customers, and distribute literature and other printed materials made
available to TAKARA BELMONT by NEW IMAGE In all advertising and in holding
itself out to others, TAKARA BELMONT shall use only the language contained in
NEW IMAGE'S authorized advertising material, provided that reasonable non-
substantive adjustments may be made for the JAPANESE market.  NEW IMAGE shall
not be responsible for any claims arising out of any advertising not approved in
writing by NEW Image.  At TAKARA BELMONT'S request and expense, NEW IMAGE will
provide to TAKARA BELMONT literature and marketing materials TAKARA BELMONT
shall promptly forward to NEW IMAGE all leads, inquiries and prospects for sale
outside the Territory of Products and New Products.

  (iv)     INVENTORY.  TAKARA BELMONT shall carry an adequate inventory of the 
Products to meet customers' orders for the Products.  TAKARA BELMONT shall 
distribute the Products on a first-in, first-out basis.

   (v)     INTEGRITY OF THE PRODUCTS.  TAKARA BELMONT agrees that it will not 
(and will not permit any other person under its control to) change or modify the
Products in any manner.  TAKARA BELMONT agrees that it will not repackage or 
re-label any packages of the Products after they have been packaged and labeled 
by NEW IMAGE except with the prior written consent of NEW IMAGE.  TAKARA BELMONT
acknowledges that the integrity of the Products must be maintained to retain the
safety and efficacy of the Products and regulatory approvals.

  (vi)     CUSTOMER COMPLAINTS.  TAKARA BELMONT agrees to promptly notify NEW 
IMAGE of any written or oral complaints relative to the identity, quality, 
durability, reliability, safety, effectiveness, or performance of the Products 
it distributes ("complaints")TAKARA BELMONT further agrees to fully cooperate 
with NEW IMAGE to the extent reasonably necessary to investigate said complaints
and/or submit medical device reports to the U.S. Food and Drug Administration.


<PAGE>

6.   MINIMUM PURCHASE REQUIREMENTS

     NEW IMAGE agrees to sell Products to TAKARA BELMONT and TAKARA BELMONT
agrees to purchase at least the target quantities of the Products within the
time periods set forth in Schedule C (the Minimum Purchase Requirements).  For
purposes of this Section 6, Products will be deemed to be purchased by TAKARA
BELMONT when TAKARA BELMONT orders the Products from NEW IMAGE for shipment in
the ordinary course.

7.   SALES POLICY

     TAKARA BELMONT shall be solely responsible for determining sales and
marketing strategies and selling prices for the Products within the Territory
during the Term and any Renewal Term.  TAKARA BELMONT agrees, however, to
consult with NEW IMAGE from time to time in connection with such strategies and
to report regularly to NEW IMAGE on market conditions affecting the sale of the
Products within the Territory.

8.   PATENTS, TRADE NAMES, TRADEMARKS

   (i)     TRADEMARKS.  "Trademarks" means (a) the marks set forth in 
Schedule D (b) all designs related to those marks, and (c) all other marks 
that NEW IMAGE adds from time to time and authorizes TAKARA BELMONT to use by 
written notice.  The Trademarks are protected by trademark registration and 
applications both in the United States Patent and Trademark Office and other 
foreign countries.

  (ii)     TRADE NAMES.  "Trade Names" means (a) the names set forth in 
Schedule D and(b) all other names that New Image adds from time to time and 
authorizes TAKARA BELMONT to use by written notice. 

 (iii)     INTELLECTUAL PROPERTY.  Subject to the provisions of this Agreement,
NEW IMAGE grants to TAKARA BELMONT the nonexclusive, nontransferable limited
right to use the Trademarks and Trade Names in connection with the marketing and
distribution of the Products to customers in the Territory during the Term of
this Agreement.  This limited right may not be sublicensed by TAKARA BELMONT. 
TAKARA BELMONT shall use the Trademarks and Trade Names solely for the benefit
of NEW IMAGE and the sale and distribution of the Products.  Except for the
limited right granted above, this Agreement does not give TAKARA BELMONT any
additional rights or interests in the Trademarks or Trade Names.  TAKARA BELMONT
agrees that the nature and quality of all services rendered and goods sold by
TAKARA BELMONT in connection with the Trademarks shall conform to standards set
by and be under the control of NEW IMAGE.  TAKARA BELMONT and NEW IMAGE agree
that the limited right and permission granted to TAKARA BELMONT in this
Agreement extends only to the marketing and distribution of the Products in the
Territory during the Term of this Agreement.  Nothing in this Agreement shall
limit the right of NEW IMAGE or any of NEW IMAGE'S other licensees to use the
Trademarks and Trade Names in connection


<PAGE>

with the Products and New Products outside the Territory or other products 
inside or outside the Territory. 

  (iv)     MAINTENANCE OF TRADEMARK.  TAKARA BELMONT acknowledges the ownership 
of the Trademarks of NEW IMAGE and covenants not to prejudice or impair the 
Trademarks or the interest of NEW IMAGE in the Trademarks.  TAKARA BELMONT 
agrees that it will not attack the title of NEW IMAGE to the Trademarks nor the 
validity of the license If TAKARA BELMONT knows that any person or entity is 
infringing on any Trademark, TAKARA BELMONT agrees to notify NEW IMAGE 
immediately and cooperate fully with NEW IMAGE, and NEW IMAGE shall have the 
right (and the obligation) to defend and protect the Trademark against the 
infringer at NEW IMAGE'S expense. 

  (iv)     USE OF TRADEMARKS.  TAKARA BELMONT agrees to use the Trademarks only 
in the form and manner and with appropriate legend prescribed by NEW IMAGE.  
Before any label, container or other item bearing a NEW IMAGE Trademark is 
placed in use by TAKARA BELMONT, a sample or facsimile must be submitted by 
TAKARA BELMONT to NEW IMAGE for written approval and such approval shall not be 
unreasonably withheld or delayed.  TAKARA BELMONT agrees to use the Trademarks 
as a prominent item in all of its advertising and promotional material for the 
Products.  TAKARA BELMONT shall not use any other trademarks for the Products 
nor shall it use the Trademarks to promote any product other than the Products. 
TAKARA BELMONT shall not alter the Trademarks, trade dress or product packaging 
supplied by NEW IMAGE.  TAKARA BELMONT shall not have the right to use any of 
the Trademarks as part of TAKARA BELMONT'S name or trade name.  TAKARA BELMONT 
represents that it has not filed any application to register any of the 
Trademarks or similar marks and that it will not file any such application 
without NEW IMAGE'S prior written consent.  If TAKARA BELMONT files an 
application to register any of the Trademarks or any similar mark, either with 
or without NEW IMAGE'S consent, TAKARA BELMONT hereby agrees to perform all 
reasonable acts, including executing and delivering all right, title and 
interest in the application and the registration to NEW IMAGE TAKARA BELMONT 
shall comply with all applicable laws and regulations and obtain all appropriate
government approvals pertaining to the sale, distribution and advertising of 
goods and services covered by this license.

   (v)     PATENTS.  TAKARA BELMONT acknowledges that certain Products subject 
to this Agreement are extremely proprietary to NEW IMAGE, and NEW IMAGE 
expressly retains all right, title, or interest in the Products, patents, patent
applications, copyrights, or trade secrets related to the Products.  NEW IMAGE
shall retain all right, title and interest, including any improvements, in 
(i) the Products, (ii) inventions and (iii) continuation patent applications 
whether in the United States or in foreign countries.  This includes any 
improvements to the technology, modifications in the structure or design of the 
Products or component parts of the Products.  This Agreement shall not be 
construed as a patent license.

9.   ASSIGNMENT

<PAGE>

     The rights and obligations of TAKARA BELMONT under this Agreement may not
be assigned in whole or in part by operation of law or otherwise without the
prior written consent of NEW IMAGE, and any attempted assignment of any rights,
duties or obligations hereunder without such consent shall be void For purposes
of this Agreement, any change in ownership of the capitalization or voting
control of TAKARA BELMONT which results in the persons or entities which have a
majority of such interests at the time this Agreement is signed being reduced to
less than 50% of either of such items will constitute an assignment prohibited
by the preceding sentence unless NEW IMAGE gives its prior written consent to
such changes.  The rights, duties and obligations of NEW IMAGE under this
Agreement may be assigned, in whole or in part, to any Company controlling,
controlled by, or under common control with NEW IMAGE.

10.  INDEPENDENT CONTRACTOR

     The relationship of TAKARA BELMONT to NEW IMAGE is that of independent
contractor and neither party is in any way the legal representative or agent of
the other for any purpose whatsoever.  Neither party has any right or authority
to assume or create, in writing or otherwise, any obligation of any kind,
express or implied, in the name of or on behalf of the other.

11.  ENTIRE AGREEMENT

     This Agreement and its schedules constitute the entire and only agreement
between the parties hereto relating to this subject matter.  This Agreement
supersedes all previous agreements, commitments and presentations in respect
thereto and may not be changed or modified in any manner except by an instrument
of subsequent date signed by both parties.

12.  HEADINGS

     The headings of this Agreement are inserted only as a matter of convenience
and for reference and in no way define the scope or content of this Agreement or
the construction of any provision hereof or of any instrument or document
referred to herein.

13.  CONFIDENTIALITY

   (i)     TAKARA BELMONT acknowledges that as a result of being appointed 
exclusive distributor for the Territory, it will become informed of, and have 
access to, valuable and confidential information of NEW IMAGE, including 
inventions, trade secrets, technical information, know-how, plans, 
specifications, and identity of distributors, customers and suppliers which will
be identified to TAKARA BELMONT on the face thereof as "Confidential" 
(collectively, the "Confidential Information"), and the Confidential 
Information, is the exclusive property of NEW IMAGE to be held by TAKARA BELMONT
in trust and solely for the benefit of NEW IMAGE.  Accordingly,


<PAGE>

TAKARA BELMONT shall handle NEW IMAGE Confidential Information with the same 
precautions in all respects as it uses to protect its own confidential 
information and shall not at any time during or subsequent to the Term use, 
reveal, report, publish, transfer or otherwise disclose to any person, 
corporation or other entity, any of the Confidential Information without the 
prior written consent of NEW IMAGE, except to responsible officers and employees
of TAKARA BELMONT who have a need for this information for purposes which are 
in the best interest of NEW IMAGE.  This provision does not prohibit TAKARA 
BELMONT from disclosing information which legally is, or becomes, of general 
public knowledge from authorized sources other than TAKARA BELMONT or to its 
accountants and legal counsel or as required by law.

  (ii)     Upon the termination of this agreement, TAKARA BELMONT shall promptly
deliver to NEW IMAGE all drawings, manuals, letters, notes, notebooks, reports 
and copies thereof and all other materials, including those of a secret or 
confidential nature, relating to NEW IMAGE'S business which are in TAKARA 
BELMONT possession or control and are identified on the face thereof or which 
have otherwise been identified in writing, as "Confidential".

14.  SEVERABILITY

     Whenever possible, each provision of this Agreement and all related
documents shall be interpreted in such a manner as to be valid under applicable
law, but if any such provision is invalid or prohibited under said applicable
law, such provision shall be in effect up to the extent of such invalidity or
prohibition without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

15.  GOVERNING LAW

     This Agreement shall be governed by, and construed in accordance with, the
laws of the State of California, U.S.A., without regard to the conflicts of law
rules thereof, and any court of competent jurisdiction in the State of
California, U.S.A. shall have jurisdiction over this Agreement.  The place of
performance by NEW IMAGE is the County of San Diego, State of California, U.S.A.

16.  NOTICES

     All notices or other communications required or given in connection with
this Agreement shall be deemed to have been properly made when telecopied or
deposited in the mail, postage pre-paid addressed as follows:

     NEW IMAGE INDUSTRIES, INC.                           ATTN:  PRESIDENT
     2283 Cosmos Court                                    Tel:   619-930-9900
     Carlsbad, California 92009                           Fax:   619-930-9999

     TAKARA BELMONT CO. LTD.                              ATTN:
     P.O. Box OSAKA MINAMI 27                             Tel:   81-6-213-5945


<PAGE>

     1-1,2-CHOME, HIGASHI-SHINSAIBASHI                    Fax:   81-6-212-3680
     CHUO-KU, OSAKA, JAPAN 542

17.  COMPLIANCE WITH LAW

     New Image will cooperate with Takara Belmont in seeking to have all
Products comply in all material respects with all applicable laws in the
Territory.

18. SURVIVAL

     The provisions of Sections 3(vi), 5A(ii), 8 and 17 of this Agreement and
financial obligations of the parties which are due at the time this Agreement
terminates shall survive the termination hereof.

19.  WAIVER

     No delay by either party in exercising any right, remedy, power, or
privilege granted under this Agreement or otherwise, and no failure on the part
of either party to insist upon strict compliance by any other party with its
obligations under this Agreement, shall operate as a waiver of those rights.

20.  FORCE MAJEURE

     Except for obligations relating to the payment of money, neither party will
be liable for failure to perform its obligations under this Agreement when the
failure is due to causes beyond the control of that party.

21.  ARBITRATION

     Any dispute or controversy arising under this Agreement shall be determined
and settled by arbitration in San Diego, California under the Commercial
Arbitration Rules of the American Arbitration Association.  The parties further
agree that:

   (i)     ATTORNEYS FEES.  The arbitrator shall include attorney fees and costs
in the award to the prevailing party. 

  (ii)     FINDINGS AND CONCLUSIONS.  The award shall include findings of fact 
and conclusions of law showing the legal and factual basis for the arbitrator's
decision.

 (iii)     ERRORS OF LAW.  The award shall be subject to appeal to any court of
competent jurisdiction solely with respect of errors of law (but not with 
respect to errors of fact).  For an appeal to be given effect, the party seeking
to appeal must give notice of intent to appeal to the arbitrator and the other
party to the arbitration within ten days following the date the notice of the
award is received by such party and the appeal itself must be filed with the
proper court within 30 days of the date of such receipt. 


<PAGE>

  (iv)     ENFORCEMENT.  Subject to any appeal permitted under 
subparagraph (iii), the award may be entered by any court of competent 
jurisdiction.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the day and year first above written.


                                            NEW IMAGE INDUSTRIES, INC.



                                            By:  /s/ Dewey F. Edmunds
                                                 -----------------------------
                                                 Dewey F. Edmunds
                                                 President and
                                                 Chief Executive Officer

                                                        Date:  2/23/96
                                                               ---------------


                                            TAKARA BELMONT CO. LTD.



                                            By:  /s/ Kunifusa Yoshikawa
                                                 -----------------------------
                                                 Kunifusa Yoshikawa
                                                 Managing Director

                                                        Date:  Feb 23 '96
                                                               ----------------